☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
March 31, 2024
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
_________
| Delaware | 85-1388175 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| ||
| Branford, Connecticut | 06405 | |
| (Address of | (Zip Code) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Nasdaq Stock Market LLC | ||||
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | QSIAW | The Nasdaq Stock Market LLC |
☐
☐
Large accelerated filer | Accelerated filer | ☐ | |
Non-accelerated filer | Smaller reporting company | ☒ | |
Emerging growth company | ☐ |
☐ ☒¨:. Yes x☐ No ¨November 12, 2020, there were 11,905,000May 3, 2024, the registrant had 121,878,989 shares of Class A common stock outstanding and 2,875,00019,937,500 shares of Class B common stock ofoutstanding.
HIGHCAPE CAPITAL ACQUISITION CORP.
Quarterly Report on Form 10-Q
| Page | |||
| 2 | |||
| Part I | 3 | ||
| Item 1. | 3 | ||
| Item 2. | |||
| Item 3. | |||
| Item 4. | |||
| 27 | |||
| Item 1. | |||
| Item 1A. | |||
| Item 2. | |||
| Item 3. | |||
| Item 4. | |||
| Item 5. | |||
| Item 6. | |||
i
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
HIGHCAPE CAPITAL ACQUISITION CORP.
SEPTEMBER 30, 2020
(Unaudited)
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | 1,164,723 | ||
| Prepaid expenses | 174,605 | |||
| Total Current Assets | 1,339,328 | |||
| Cash and cash equivalents held in Trust Account | 115,000,384 | |||
| TOTAL ASSETS | $ | 116,339,712 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities | ||||
| Accounts payable and accrued expenses | $ | 43,342 | ||
| Accrued offering costs | 45,000 | |||
| Total Current Liabilities | 88,342 | |||
| Deferred underwriting fee payable | 4,025,000 | |||
| Total Liabilities | 4,113,342 | |||
| Commitments and Contingencies | ||||
| Class A common stock subject to possible redemption, 10,722,636 shares at $10.00 per share | 107,226,360 | |||
| Stockholders’ Equity | ||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | |||
| Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,182,364 issued and outstanding (excluding 10,722,636 shares subject to possible redemption) | 118 | |||
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 2,875,000 shares issued and outstanding | 288 | |||
| Additional paid-in capital | 5,050,857 | |||
| Accumulated deficit | (51,253 | ) | ||
| Total Stockholders’ Equity | 5,000,010 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 116,339,712 |
The accompanying notes are an integral part of
HIGHCAPE CAPITAL ACQUISITION CORP.
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, | For the Period from June 10, 2020 (Inception) Through September 30, | |||||||
| 2020 | 2020 | |||||||
| Formation and general and administrative expenses | $ | 50,637 | $ | 51,637 | ||||
| Loss from operations | (50,637 | ) | (51,637 | ) | ||||
| Other income: | ||||||||
| Interest earned on cash and cash equivalents held in Trust Account | 384 | 384 | ||||||
| Net loss | $ | (50,253 | ) | $ | (51,253 | ) | ||
| Weighted average shares outstanding of Class A redeemable common stock | 11,500,000 | 11,500,000 | ||||||
| Basic and diluted income per share, Class A redeemable common stock | $ | 0.00 | $ | 0.00 | ||||
| Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 3,280,000 | 3,280,000 | ||||||
| Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ | (0.02 | ) | $ | (0.02 | ) | ||
The accompanying notes are an integral part ofterms “we”, “us”, “our”, the unaudited condensed financial statements.
2
HIGHCAPE CAPITAL ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM JUNE 10, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(Unaudited)
| Class A | Class B | Additional | Total | |||||||||||||||||||||||||
| Common Stock | Common Stock | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance – June 10, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Issuance of Class B common stock to Sponsors | — | — | 2,875,000 | 288 | 24,712 | — | 25,000 | |||||||||||||||||||||
| Net loss | — | — | — | — | — | (1,000 | ) | (1,000 | ) | |||||||||||||||||||
| Balance – June 30, 2020 | — | — | 2,875,000 | 288 | 24,712 | (1,000 | ) | 24,000 | ||||||||||||||||||||
| Sale of 11,500,000 Units, net of underwriting discounts | 11,500,000 | 1,150 | — | — | 108,201,473 | — | 108,202,623 | |||||||||||||||||||||
| Sale of 405,000 Private Placement Units | 405,000 | 41 | — | — | 4,049,959 | — | 4,050,000 | |||||||||||||||||||||
| Common stock subject to possible redemption | (10,722,636 | ) | (1,073 | ) | — | — | (107,225,287 | ) | — | (107,226,360 | ) | |||||||||||||||||
| Net loss | — | — | — | — | — | (50,253 | ) | (50,253 | ) | |||||||||||||||||||
| Balance – September 30, 2020 | 1,182,364 | $ | 118 | 2,875,000 | $ | 288 | $ | 5,050,857 | $ | (51,253 | ) | $ | 5,000,010 | |||||||||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
3
HIGHCAPE CAPITAL ACQUISITION CORP.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JUNE 10, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(Unaudited)
| Cash Flows from Operating Activities: | ||||
| Net loss | $ | (51,253 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Interest earned on marketable securities held in Trust Account | (384 | ) | ||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses | (174,605 | ) | ||
| Accrued expenses | 43,342 | |||
| Net cash used in operating activities | (182,900 | ) | ||
| Cash Flows from Investing Activities: | ||||
| Investment of cash into Trust Account | (115,000,000 | ) | ||
| Net cash used in investing activities | (115,000,000 | ) | ||
| Cash Flows from Financing Activities: | ||||
| Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |||
| Proceeds from sale of Units, net of underwriting discounts paid | 112,700,000 | |||
| Proceeds from sale of Private Placement Units | 4,050,000 | |||
| Repayment of promissory note - related party | (99,627 | ) | ||
| Payment of offering costs | (327,750 | ) | ||
| Net cash provided by financing activities | 116,347,623 | |||
| Net Change in Cash | 1,164,723 | |||
| Cash – Beginning of period | — | |||
| Cash – End of period | $ | 1,164,723 | ||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||
| Offering costs included in accrued offering costs | $ | 45,000 | ||
| Initial classification of Class A common stock subject to possible redemption | $ | 107,276,620 | ||
| Change in value of Class A common stock subject to possible redemption | $ | (50,260 | ) | |
| Deferred underwriting fee payable | $ | 4,025,000 | ||
| Payment of deferred offering costs through promissory note – related party | $ | 99,627 |
The accompanying notes are an integral part of the unaudited condensed financial statements.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
HighCape Capital Acquisition Corp. (the “Company”) or “Quantum-Si” mean Quantum-Si Incorporated and our subsidiaries. Quantum-Si Incorporated was incorporated in Delaware on June 10, 2020. The Company was formed for the purpose
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 405,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to HighCape Capital Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $4,050,000, which is described in Note 4.
Transaction costs amounted to $6,797,377, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fee and $472,377 of other offering costs. In addition, at September 9, 2020, cash of $1,419,450 was held outside of the Trust Account (as defined below) and is available for working capital purposes.
Following the closing of the Initial Public Offering on September 9, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States and will be invested only in U.S. government securities,forward-looking statements within the meaning set forth inof Section 2(a)(16)27A of the Investment CompanySecurities Act of 1940,1933, as amended (the “Investment Company“Securities Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any other holders of the Company’s common stock prior to the Initial Public Offering (the “initial stockholders”) have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 1321E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that relate to future events, our future operations or financial performance, or our plans, strategies and prospects. These statements are based on the beliefs and assumptions of our management team. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure that we will be restrictedachieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or performance, are forward-looking statements. The actual results may differ from redeeming its sharesexpectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our expectations with respect to morefuture performance and development and commercialization of products and services. The forward-looking statements are based on projections prepared by, and are the responsibility of, management and involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside our control and are difficult to predict. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
| • | the commercialization and adoption of our existing products, including the Platinum® protein sequencing instrument, and the success of any product we may offer in the future; |
The Sponsor has agreed (a)markets for our products and services, and its ability to waive its redemption rightsserve those markets once commercialized, either alone or in partnership with respect to the Founder Shares, Private Placement Sharesothers;
The Company will have until September 9, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination by the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will beinformation available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of this report, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Important factors could cause actual results, performance or achievements to differ materially from those indicated or implied by forward-looking statements such as those described in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the liquidationfiscal year ended December 31, 2023, in Part II, Item 1A of this Quarterly Reports on Form 10-Q, and in other filings that we make with the Securities and Exchange Commission. The risks described under the heading “Risk Factors” are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the Trust Account, if less than $10.00date hereof. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
(unaudited) March 31, | December 31, 2023 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 53,163 | $ | 133,860 | ||||
| Marketable securities | 182,268 | 123,876 | ||||||
| Accounts receivable, net of allowance of $0 and $0, respectively | 242 | 368 | ||||||
| Inventory, net | 4,946 | 3,945 | ||||||
| Prepaid expenses and other current assets | 3,756 | 4,261 | ||||||
| Total current assets | 244,375 | 266,310 | ||||||
| Property and equipment, net | 16,169 | 16,275 | ||||||
| Internally developed software | 496 | 532 | ||||||
| Operating lease right-of-use assets | 13,850 | 14,438 | ||||||
| Other assets | 695 | 695 | ||||||
| Total assets | $ | 275,585 | $ | 298,250 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,164 | $ | 1,766 | ||||
| Accrued payroll and payroll-related costs | 2,103 | 4,943 | ||||||
| Accrued contracted services | 1,212 | 1,519 | ||||||
| Accrued expenses and other current liabilities | 1,883 | 1,815 | ||||||
| Current portion of operating lease liabilities | 1,610 | 1,566 | ||||||
| Total current liabilities | 7,972 | 11,609 | ||||||
| Warrant liabilities | 955 | 1,274 | ||||||
| Operating lease liabilities | 12,873 | 13,737 | ||||||
| Other long-term liabilities | 14 | 11 | ||||||
| Total liabilities | 21,814 | 26,631 | ||||||
| Commitments and contingencies (Note 15) | ||||||||
| Stockholders’ equity | ||||||||
Class A Common stock, $0.0001 par value; 600,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 121,878,989 and 121,832,417 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 12 | 12 | ||||||
Class B Common stock, $0.0001 par value; 27,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 19,937,500 shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 2 | 2 | ||||||
| Additional paid-in capital | 768,898 | 767,239 | ||||||
| Accumulated other comprehensive loss | (33 | ) | - | |||||
| Accumulated deficit | (515,108 | ) | (495,634 | ) | ||||
| Total stockholders’ equity | 253,771 | 271,619 | ||||||
| Total liabilities and stockholders’ equity | $ | 275,585 | $ | 298,250 | ||||
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue: | ||||||||
| Product | $ | 428 | $ | 251 | ||||
| Service | 29 | 3 | ||||||
Total revenue | 457 | 254 | ||||||
Cost of revenue | 188 | 130 | ||||||
| Gross profit | 269 | 124 | ||||||
| Operating expenses: | ||||||||
| Research and development | 12,101 | 18,167 | ||||||
| Selling, general and administrative | 11,528 | 11,178 | ||||||
| Total operating expenses | 23,629 | 29,345 | ||||||
| Loss from operations | (23,360 | ) | (29,221 | ) | ||||
| Dividend and interest income | 3,574 | 2,219 | ||||||
| Gain on marketable securities, net | - | 2,942 | ||||||
| Change in fair value of warrant liabilities | 319 | 391 | ||||||
| Other (expense) income, net | (7 | ) | 58 | |||||
| Loss before provision for income taxes | (19,474 | ) | (23,611 | ) | ||||
| Provision for income taxes | - | - | ||||||
| Net loss | $ | (19,474 | ) | $ | (23,611 | ) | ||
| Net loss per common share attributable to common stockholders, basic and diluted | $ | (0.14 | ) | $ | (0.17 | ) | ||
| Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 141,773 | 140,280 | ||||||
| Other comprehensive loss: | ||||||||
| Net unrealized loss on marketable securities, net of tax | $ | (28 | ) | $ | - | |||
| Foreign currency translation adjustment | (5 | ) | - | |||||
| Total other comprehensive loss, net of tax | (33 | ) | - | |||||
| Comprehensive loss | $ | (19,507 | ) | $ | (23,611 | ) | ||
| Class A common stock | Class B common stock | Additional paid-in | Accumulated | Total stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | deficit | equity | ||||||||||||||||||||||
Balance - December 31, 2022 | 120,006,757 | $ | 12 | 19,937,500 | $ | 2 | $ | 758,366 | $ | (399,674 | ) | $ | 358,706 | |||||||||||||||
| Common stock issued upon vesting of restricted stock units | 1,552,583 | - | - | - | - | - | - | |||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 3,908 | - | 3,908 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (23,611 | ) | (23,611 | ) | |||||||||||||||||||
Balance - March 31, 2023 | 121,559,340 | $ | 12 | 19,937,500 | $ | 2 | $ | 762,274 | $ | (423,285 | ) | $ | 339,003 | |||||||||||||||
| Class A common stock | Class B common stock | Additional paid-in | Accumulated other compehensive | Accumulated | Total stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | loss | deficit | equity | |||||||||||||||||||||||||
Balance - December 31, 2023 | 121,832,417 | $ | 12 | 19,937,500 | $ | 2 | $ | 767,239 | $ | - | $ | (495,634 | ) | $ | 271,619 | |||||||||||||||||
| Common stock issued upon vesting of restricted stock units | 46,572 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 1,645 | - | - | 1,645 | ||||||||||||||||||||||||
| Net unrealized loss on marketable securities, net of tax | - | - | - | - | - | (28 | ) | - | (28 | ) | ||||||||||||||||||||||
| Refund of issuance costs from 2021 Business Combination | - | - | - | - | 14 | - | - | 14 | ||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | (5 | ) | - | (5 | ) | ||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | (19,474 | ) | (19,474 | ) | ||||||||||||||||||||||
Balance - March 31, 2024 | 121,878,989 | $ | 12 | 19,937,500 | $ | 2 | $ | 768,898 | $ | (33 | ) | $ | (515,108 | ) | $ | 253,771 | ||||||||||||||||
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (19,474 | ) | $ | (23,611 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 1,061 | 803 | ||||||
| Non-cash lease expense | 588 | 536 | ||||||
(Gain) loss on marketable securities, net | - | (2,942 | ) | |||||
(Accretion) amortization on marketable securities | (2,119 | ) | - | |||||
(Gain) loss on disposal of fixed assets | - | 3 | ||||||
| Change in fair value of warrant liabilities | (319 | ) | (391 | ) | ||||
| Change in fair value of contingent consideration | - | 34 | ||||||
| Stock-based compensation | 1,645 | 3,908 | ||||||
Other | 22 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | 126 | (82 | ) | |||||
| Inventory, net | (228 | ) | (1,708 | ) | ||||
| Prepaid expenses and other current assets | 31 | 738 | ||||||
| Accounts payable | (633 | ) | (730 | ) | ||||
| Accrued expenses and other current liabilities | (3,094 | ) | (4,537 | ) | ||||
Operating lease liabilities | (820 | ) | (743 | ) | ||||
| Other long-term liabilities | 6 | 24 | ||||||
| Net cash used in operating activities | (23,208 | ) | (28,698 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (1,046 | ) | (2,574 | ) | ||||
Internally developed software - capitalized costs | (59 | ) | (887 | ) | ||||
| Purchases of marketable securities | (78,823 | ) | - | |||||
| Sales of marketable securities | 22,500 | 29,500 | ||||||
Net cash (used in) provided by investing activities | (57,428 | ) | 26,039 | |||||
| Cash flows from financing activities: | ||||||||
| Deferred offering costs | (70 | ) | - | |||||
| Refund of issuance costs from 2021 Business Combination | 14 | - | ||||||
| Net cash used in financing activities | (56 | ) | - | |||||
| Effect of exchange rate changes on cash and cash equivalents | (5 | ) | - | |||||
Net decrease in cash and cash equivalents | (80,697 | ) | (2,659 | ) | ||||
| Cash and cash equivalents at beginning of period | 133,860 | 84,319 | ||||||
Cash and cash equivalents at end of period | $ | 53,163 | $ | 81,660 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for income taxes | $ | 16 | $ | - | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||
Property and equipment purchased but not paid | $ | 231 | $ | 847 | ||||
| Deferred offering costs payable | $ | 75 | $ | - | ||||
HIGHCAPE CAPITAL ACQUISITION CORP.(Unaudited)NOTE as HighCape Capital Acquisition Corp. The Company’s legal name became Quantum-Si Incorporated following a business combination on June 10, 2021 between the Company and Q-SI Operations Inc. (formerly Quantum-Si Incorporated), which was founded in 2013.
Summary of Significant Accounting Policies
and Principles of Consolidation
The accompanying unaudited condensed financial statementseliminated.
Emerging Growth Company
The Company is an “emerging growth company,” as definedthe year ended December 31, 2023.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those thatUnited States, raised interest rates. While these rate increases have not had a Securities Act registration statement declared effectivesignificant adverse impact on the Company to date, the impact of such rate increases on the overall financial markets and the economy may adversely impact the Company in the future. In addition, the global economy has experienced, and is continuing to experience, high levels of inflation and global supply chain disruptions. The Company continues to monitor these supply chain, inflation and interest rate factors, as well as the uncertainty resulting from the overall economic environment.
Use of Estimates
The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely withinworsen, it may impact the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
Offering Costs
Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $6,797,377 were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between thebusiness, financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020, the Company had a deferred tax asset of approximately $11,000, due to start-up and organizational expenses, which had a full valuation allowance recorded against it of approximately $11,000.
The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2020 and for period from June 10, 2020 (inception) through September 30, 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended September 30, 2020 and for the period from June 10, 2020 (inception) through September 30, 2020 was zero, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants, sold in the Initial Public Offering and in the sale of the Private Placement Units, to purchase 3,968,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
The Company’s unaudited condensed statementscondition, results of operations include a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $384 for the three months ended September 30, 2020 and for the period from June 10, 2020 (inception) through September 30, 2020, less applicable franchise taxes of approximately $17,000 for the three months ended September 30, 2020 and for the period from June 10, 2020 (inception) through September 30, 2020, by the weighted average number of Class A redeemable common stock since issuance. Net loss per common share, basic and diluted for Class A and Class B non-redeemable common stock is calculated by dividing the net income (loss), less income attributable to Class A redeemable common stock, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the periods. Class B non-redeemable common stock includes the Founder Shares and Private Placement Units as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
| ● | valuation allowances with respect to deferred tax assets; |
| ● | inventory valuation; |
| ● | valuation of excess and obsolete inventory reserves; |
| ● | assumptions used for leases; |
| ● | valuation of warrant liabilities; |
| ● | assumptions associated with revenue recognition; and |
| ● | assumptions underlying the fair value used in the calculation of stock-based compensation. |
Fair Valueexpected revenue recognition timing. Specifically, deferred revenue that will be recognized as revenue within the succeeding 12-month period is recorded as current and is included within Accrued expenses and other current liabilities, and the portion of Financial Instruments
deferred revenue where revenue is expected to be recognized beyond 12 months from the reporting date is recorded as non-current deferred revenue and is included in Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would haverequisite service period. For awards with only a material effectservice condition, the Company expenses stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, the Company expenses the grant date fair value at the target over the vesting period regardless of the value the award recipients ultimately receive. The fair value of restricted stock without a market condition is estimated using the current market price of the Company’s Class A common stock on the Company’s unaudited condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuantdate of grant. The fair value of stock option grants with a market condition is estimated at the date of grant using the Monte Carlo simulation model (“Monte Carlo”). The fair values of stock option grants are estimated as of the date of grant by applying the Black-Scholes option valuation model (“Black-Scholes”). The Black-Scholes and Monte Carlo models incorporate assumptions as to stock price volatility, the Initial Public Offering, the Company sold 11,500,000 Units, which included the full exerciseexpected life of options or restricted stock, a risk-free interest rate and dividend yield. The effect of forfeiture in compensation costs is recognized based on actual forfeitures when they occur
| ● | Expected Term: The expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term. |
| ● | Risk-free Interest Rate: The risk-free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant. |
| ● | Expected Stock Price Volatility: The Company determined expected annual equity volatility based on the historical volatility of its Class A common stock. |
| ● | Dividend Yield: Because the Company has never paid a dividend and does not expect to begin doing so in the foreseeable future, the Company assumesno dividend yield in valuing the stock-based awards. |
| ● | Exercise Price: The exercise price is taken directly from the grant notice issued to employees and nonemployees. |
| 2024 | 2023 | |||||||
| Dividend and interest income from marketable securities | $ | 3,574 | $ | 2,219 | ||||
| Gain on marketable securities, net | $ | - | $ | 2,942 | ||||
| March 31, 2024 | ||||||||||||||||
Amortized Costs | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| Financial Assets: | ||||||||||||||||
| Short-term marketable securities: | ||||||||||||||||
| U.S. Treasury securities | $ | 151,538 | $ | - | $ | (14 | ) | $ | 151,524 | |||||||
| Commercial paper | 30,758 | - | (14 | ) | 30,744 | |||||||||||
| Total | $ | 182,296 | $ | - | $ | (28 | ) | $ | 182,268 | |||||||
| December 31, 2023 | ||||||||||||||||
Amortized Costs | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| Financial Assets: | ||||||||||||||||
| Short-term marketable securities: | ||||||||||||||||
| U.S. Treasury securities | $ | 82,625 | $ | 15 | $ | - | $ | 82,640 | ||||||||
| Commercial paper | 41,229 | 7 | - | 41,236 | ||||||||||||
| Total | $ | 123,854 | $ | 22 | $ | - | $ | 123,876 | ||||||||
| March 31, 2024 | ||||||||||||||||
One Year or Less | Over One Year Through Five Years | Over Five Years | Total | |||||||||||||
| Financial Assets: | ||||||||||||||||
| Short-term marketable securities: | ||||||||||||||||
| U.S. Treasury securities | $ | 151,524 | $ | - | $ | - | $ | 151,524 | ||||||||
| Commercial paper | 30,744 | - | - | 30,744 | ||||||||||||
| Total | $ | 182,268 | $ | - | $ | - | $ | 182,268 | ||||||||
| December 31, 2023 | ||||||||||||||||
One Year or Less | Over One Year Through Five Years | Over Five Years | Total | |||||||||||||
| Financial Assets: | ||||||||||||||||
| Short-term marketable securities: | ||||||||||||||||
| U.S. Treasury securities | $ | 82,640 | $ | - | $ | - | $ | 82,640 | ||||||||
| Commercial paper | 41,236 | - | - | 41,236 | ||||||||||||
| Total | $ | 123,876 | $ | - | $ | - | $ | 123,876 | ||||||||
| ● | Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. |
| ● | Level 2: Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. |
| ● | Level 3: Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. |
| March 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Financial Assets: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
| Money market funds | $ | 45,470 | $ | - | $ | - | $ | 45,470 | ||||||||
Marketable securities: | ||||||||||||||||
| U.S. Treasury securities | 151,524 | - | - | 151,524 | ||||||||||||
| Commercial paper | - | 30,744 | - | 30,744 | ||||||||||||
| Total assets at fair value on a recurring basis | $ | 196,994 | $ | 30,744 | $ | - | $ | 227,738 | ||||||||
Liabilities: | ||||||||||||||||
| Public Warrants | $ | 920 | $ | - | $ | - | $ | 920 | ||||||||
| Private Warrants | - | - | 35 | 35 | ||||||||||||
| Total liabilities at fair value on a recurring basis | $ | 920 | $ | - | $ | 35 | $ | 955 | ||||||||
| December 31, 2023 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Financial Assets: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
| Money market funds | $ | 50,226 | $ | - | $ | - | $ | 50,226 | ||||||||
| U.S. Treasury securities | 59,654 | - | - | 59,654 | ||||||||||||
| Commercial paper | - | 19,436 | - | 19,436 | ||||||||||||
Marketable securities: | ||||||||||||||||
| U.S. Treasury securities | 82,640 | - | - | 82,640 | ||||||||||||
| Commercial paper | - | 41,236 | - | 41,236 | ||||||||||||
| Total assets at fair value on a recurring basis | $ | 192,520 | $ | 60,672 | $ | - | $ | 253,192 | ||||||||
Liabilities: | ||||||||||||||||
| Public Warrants | $ | 1,227 | $ | - | $ | - | $ | 1,227 | ||||||||
| Private Warrants | - | - | 47 | 47 | ||||||||||||
| Total liabilities at fair value on a recurring basis | $ | 1,227 | $ | - | $ | 47 | $ | 1,274 | ||||||||
| March 31, 2024 | December 31, 2023 | |||||||
| Raw materials | $ | 5,461 | $ | 4,951 | ||||
| Work in progress | 2,039 | 784 | ||||||
| Finished goods | 1,470 | 1,592 | ||||||
| Total inventory | 8,970 | 7,327 | ||||||
| Inventory reserves | (4,024 | ) | (3,382 | ) | ||||
| Total inventory, net | $ | 4,946 | $ | 3,945 | ||||
March 31, 2024 | December 31, 2023 | |||||||
Laboratory and production equipment | $ | 15,696 | $ | 14,727 | ||||
Computer equipment | 1,721 | 1,707 | ||||||
Purchased software | 188 | 188 | ||||||
Furniture and fixtures | 325 | 310 | ||||||
| Leasehold improvements | 7,226 | 6,948 | ||||||
Construction in process | 2,133 | 2,438 | ||||||
| Subtotal | 27,289 | 26,318 | ||||||
Less: Accumulated depreciation and amortization | (11,120 | ) | (10,043 | ) | ||||
| Property and equipment, net | $ | 16,169 | $ | 16,275 | ||||
| 2024 | 2023 | |||||||
| Operating lease cost | $ | 864 | $ | 982 | ||||
| Variable lease cost | 436 | 394 | ||||||
| Total lease cost | $ | 1,300 | $ | 1,376 | ||||
Remaining Lease Payments | ||||
| Remainder of 2024 | $ | 3,339 | ||
| 2025 | 4,527 | |||
| 2026 | 4,585 | |||
| 2027 | 4,549 | |||
| 2028 | 2,975 | |||
| Thereafter | 10,053 | |||
| Total remaining undiscounted lease payments | $ | 30,028 | ||
| Less: Imputed interest | (6,441 | ) | ||
Less: Lease incentives (1) | (9,104 | ) | ||
| Total operating lease liabilities | 14,483 | |||
| Less: current portion | (1,610 | ) | ||
| Long-term operating lease liabilities | $ | 12,873 | ||
| Weighted-average remaining lease term (in years) | 6.2 | |||
| Weighted-average discount rate | 7.9 | % | ||
(1) | Includes lease incentives that may be realized in 2024 for the costs of leasehold improvements. |
| 2024 | 2023 | |||||||
| Operating cash paid to settle operating lease liabilities | $ | 1,097 | $ | 1,059 | ||||
March 31, 2024 | December 31, 2023 | |||||||
| Restructuring costs | $ | 222 | $ | 519 | ||||
Legal fees | 1,330 | 979 | ||||||
| Royalties | 93 | 123 | ||||||
| Other | 238 | 194 | ||||||
| Total accrued expenses and other current liabilities | $ | 1,883 | $ | 1,815 | ||||
Number of Options | Weighted Average Exercise Price (per share) | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||
Outstanding at December 31, 2023 | 22,511,900 | $ | 2.79 | 8.22 | $ | 3,194 | ||||||||||
Granted | - | - | ||||||||||||||
Exercised | - | - | ||||||||||||||
Forfeited | (384,573 | ) | 3.78 | |||||||||||||
| Expired | (25,520 | ) | 0.06 | |||||||||||||
Outstanding at March 31, 2024 | 22,101,807 | $ | 2.78 | 8.01 | $ | 2,832 | ||||||||||
Exercisable at March 31, 2024 | 7,918,930 | $ | 3.52 | 6.65 | $ | 610 | ||||||||||
Vested and expected to vest at March 31, 2024 | 18,615,698 | $ | 2.85 | 7.86 | $ | 2,286 | ||||||||||
Number of Shares Underlying RSUs | Weighted Average Grant-Date Fair Value (per share) | |||||||
Nonvested RSUs at December 31, 2023 | 847,169 | $ | 2.68 | |||||
| Granted | 5,406,164 | 1.73 | ||||||
| Vested | (46,572 | ) | 6.66 | |||||
| Forfeited | (54,417 | ) | 2.11 | |||||
Nonvested RSUs at March 31, 2024 | 6,152,344 | 1.82 | ||||||
| 2024 | 2023 | |||||||
Research and development | $ | 490 | $ | 967 | ||||
Selling, general and administrative | 1,155 | 2,941 | ||||||
| Total stock-based compensation | $ | 1,645 | $ | 3,908 | ||||
| 2024 | 2023 | |||||||
| Numerator | ||||||||
| Net loss | $ | (19,474 | ) | $ | (23,611 | ) | ||
| Numerator for basic and diluted EPS - loss attributable to common stockholders | $ | (19,474 | ) | $ | (23,611 | ) | ||
| Denominator | ||||||||
| Common stock | 141,773 | 140,280 | ||||||
| Denominator for basic and diluted EPS - weighted-average common stock | 141,773 | 140,280 | ||||||
| Basic and diluted net loss per share | $ | (0.14 | ) | $ | (0.17 | ) | ||
| 2024 | 2023 | |||||||
Outstanding options to purchase common stock | 22,101,807 | 24,218,892 | ||||||
Outstanding restricted stock units | 6,152,344 | 465,866 | ||||||
Outstanding warrants | 3,968,319 | 3,968,319 | ||||||
| 32,222,470 | 28,653,077 | |||||||
Simultaneously withas discussed below, beginning on September 9, 2021. The warrants will expire on June 10, 2026 or earlier upon redemption or liquidation.
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and |
| ● | if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. On June 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors, or an aggregate of 90,000 Founder Shares, resulting in the Sponsor holding an aggregate of 2,785,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if theaverage last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 2010 trading days within any 30-tradingending on the third trading day period commencing at least 150 days after a Business Combination, or (y)prior to the date on which the notice of redemption is sent to the holders of warrants.
Research and Development | Selling, general and administrative | Total | ||||||||||
| Balance as of December 31, 2023 | $ | 513 | $ | 6 | $ | 519 | ||||||
Restructuring charges incurred(1) | 131 | - | 131 | |||||||||
Cash payments and other adjustments(1) | (422 | ) | (6 | ) | (428 | ) | ||||||
Balance as of March 31, 2024 | $ | 222 | $ | - | $ | 222 | ||||||
| Current liabilities | $ | 222 | ||||||||||
| Long-term liabilities | - | |||||||||||
| Total liabilities as of March 31, 2024 | $ | 222 | ||||||||||
| (1) | Restructuring charges incurred and Cash payments and other adjustments include non-cash charges related to stock-based compensation expenses. |
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
Promissory Note — Related Party
On June 10, 2020,sufficient future taxable income during the Sponsor issued an unsecured promissory note toperiod in which the Company’s related temporary differences become deductible. Management believes that based on the earnings history of the Company, (the “Promissory Note”it is more likely than not that the benefits of these assets will not be realized, and therefore, a full valuation allowance has been recorded against the Company’s net deferred tax assets as of March 31, 2024 and December 31, 2023.
Related Party Loans
In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements existparties with respect to such loans.any services to be provided.
Administrative Support Agreement
Theamount due from PEI to the Company related to the New Collaboration was $0.2 million. As of December 31, 2023, the amount due from PEI to the Company related to the New Collaboration was $0.3 million.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Risks
Management continuesContingencies
Registration Rights
Pursuantwhich would be expected to have a material adverse effect on its financial condition, results of operations, or cash flows. The Company accrues contingent liabilities to the extent the liability is probable and estimable.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2020, there were no shares of preferred stock issued or outstanding.
Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2020, there were 1,182,364 shares of Class A common stock issued and outstanding, excluding 10,722,636 Class A common stock subject to possible redemption.
Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding.
Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law.
The shares of Class B common stock will automatically convert into Class A common stock immediately following the completion of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, the shares under applicable blue sky laws to the extent an exemption is not available.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
Once the warrants become exercisable, the Company may redeem the Public Warrants:
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (1) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis, (3) the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will have certain registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE 8. FAIR VALUE MEASUREMENTS
At September 30, 2020, assets held in the Trust Account were comprised of $115,000,384 in money market funds, which are invested in U.S. Treasury Securities. During the period from June 10, 2020 (inception) through September 30, 2020, the Company did not withdraw any interest income from the Trust Account.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | Level | September 30, 2020 | ||||||
| Assets: | ||||||||
| Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $ | 115,000,384 | |||||
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued, November 12, 2020. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to HighCape Capital Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to HighCape Capital Acquisition, LLC.
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| Three months ended March 31, | ||||||||||||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Revenue: | ||||||||||||||||
| Product | $ | 428 | $ | 251 | $ | 177 | 70.5 | % | ||||||||
| Service | 29 | 3 | 26 | 866.7 | % | |||||||||||
| Total revenue | 457 | 254 | 203 | 79.9 | % | |||||||||||
| Cost of revenue | 188 | 130 | 58 | 44.6 | % | |||||||||||
| Gross profit | 269 | 124 | 145 | 116.9 | % | |||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 12,101 | 18,167 | (6,066 | ) | (33.4 | )% | ||||||||||
| Selling, general and administrative | 11,528 | 11,178 | 350 | 3.1 | % | |||||||||||
| Total operating expenses | 23,629 | 29,345 | (5,716 | ) | (19.5 | )% | ||||||||||
| Loss from operations | (23,360 | ) | (29,221 | ) | 5,861 | (20.1 | )% | |||||||||
| Dividend and interest income | 3,574 | 2,219 | 1,355 | 61.1 | % | |||||||||||
| Gain on marketable securities, net | - | 2,942 | (2,942 | ) | (100.0 | )% | ||||||||||
| Change in fair value of warrant liabilities | 319 | 391 | (72 | ) | (18.4 | )% | ||||||||||
| Other (expense) income, net | (7 | ) | 58 | (65 | ) | (112.1 | )% | |||||||||
| Loss before provision for income taxes | (19,474 | ) | (23,611 | ) | 4,137 | (17.5 | )% | |||||||||
| Provision for income taxes | - | - | - | nm | ||||||||||||
| Net loss | $ | (19,474 | ) | $ | (23,611 | ) | $ | 4,137 | (17.5 | )% | ||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Total revenue | $ | 457 | $ | 254 | $ | 203 | 79.9 | % | ||||||||
| Cost of revenue | 188 | 130 | 58 | 44.6 | % | |||||||||||
| Gross profit | $ | 269 | $ | 124 | $ | 145 | 116.9 | % | ||||||||
| Gross profit margin | 58.9 | % | 48.8 | % | ||||||||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Research and development | $ | 12,101 | $ | 18,167 | $ | (6,066 | ) | (33.4 | )% | |||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Selling, general and administrative | $ | 11,528 | $ | 11,178 | $ | 350 | 3.1 | % | ||||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Dividend and interest income | $ | 3,574 | $ | 2,219 | $ | 1,355 | 61.1 | % | ||||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Gain on marketable securities, net | $ | - | $ | 2,942 | $ | (2,942 | ) | (100.0 | )% | |||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Change in fair value of warrant liabilities | $ | 319 | $ | 391 | $ | (72 | ) | (18.4 | )% | |||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Other (expense) income, net | $ | (7 | ) | $ | 58 | $ | (65 | ) | (112.1 | )% | ||||||
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Net cash (used in) provided by: | ||||||||
| Net cash used in operating activities | $ | (23,208 | ) | $ | (28,698 | ) | ||
| Net cash (used in) provided by investing activities | (57,428 | ) | 26,039 | |||||
| Net cash used in financing activities | (56 | ) | - | |||||
| Effect of exchange rate changes on cash and cash equivalents | (5 | ) | - | |||||
| Net change in cash and cash equivalents | $ | (80,697 | ) | $ | (2,659 | ) | ||
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs,is based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated on June 10, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock businesses. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the private placement of the Private Placement Units, the proceeds of the sale of our shares in connection with our initial Business Combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
We expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to complete our initial Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through September 30, 2020 were organizational activities, those necessary to prepare for our Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2020, we had a net loss of $50,253,unaudited Condensed Consolidated Financial Statements, which consists of formation and operating costs of $50,637, offset by interest income on marketable securities held in the Trust Account of $384.
For the period from June 10, 2020 (inception) through September 30, 2020, we had a net loss of $51,253, which consists of formation and operating costs of $51,637, offset by interest income on marketable securities held in the Trust Account of $384.
Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of Class B ordinary shares by our Sponsor and loans from our Sponsor.
On September 9, 2020, we consummated our Initial Public Offering of 11,500,000 Units, inclusive of the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $115,000,000. Simultaneously with the closing of our Initial Public Offering, we consummated the sale of 405,000 Private Placement Units to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $4,050,000.
Following our Initial Public Offering, the full exercise of the over-allotment option and the sale of the Private Placement Units, a total of $115,000,000 was placed in the Trust Account. We incurred $6,797,377 in transaction costs, including $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees and $472,377 of other costs.
For the period from June 10, 2020 (inception) through September 30, 2020, cash used in operating activities was $182,900. Net loss of $51,253 was affected by interest earned on marketable securities held in the Trust Account of $384 and changes in operating assets and liabilities, which used $131,263 of cash from operating activities.
As of September 30, 2020, we had cash and marketable securities of $115,000,384 held in the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes paid and deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest to pay taxes. During the period ended September 30, 2020, we did not withdraw any interest earned on the Trust Account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2020, we had cash of $1,164,723 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the Private Placement Units, at a price of $10.00 per unit at the option of the lender.
We do not currently believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee up to $10,000 for office space, secretarial and administrative support services. We began incurring these fees on September 3, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.
The underwriters are entitled to a deferred fee of $4,025,000prepared in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of unaudited condensed financial statements and related disclosures in conformityaccordance with accounting principles generally accepted in the United States of AmericaAmerica. The preparation of these unaudited Condensed Consolidated Financial Statements requires managementus to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and income andunaudited Condensed Consolidated Financial Statements, as well as expenses incurred during the periods reported.reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about items that are not readily apparent from other sources. Actual results could materiallymay differ from those estimates. We have identified the followingthese estimates under different assumptions or conditions. Please refer to our critical accounting policies:
Class A Common Stock Subjectpolicies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 and Note 2. Summary of Significant Accounting Policies, in the accompanying notes to Possible Redemption
We accountthe unaudited Condensed Consolidated Financial Statements for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outsidecomplete description of our control and subjectsignificant accounting policies.
Net Loss per Common Share
We apply the two-class method in calculating earnings per share. Net income per common share, basic and diluted for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A redeemable common stock outstanding for the periods. Net income per common share, basic and diluted for and Class B non-redeemable common stock is calculated by dividing net income less income attributable to Class A redeemable common stock, by the weighted average number of shares of Class B non-redeemable common stock outstanding for the periods presented.
Recent Accounting Standards
Management does not believe that any recently issued but not yet effective, accounting standards, if currently adopted, would have a material effect onpronouncements that may potentially impact our unaudited condensed financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
ITEM 4. CONTROLS AND PROCEDURES
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under Based on the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as of September 30, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
effective as of March 31, 2024.
During the most recently completed fiscal quarter, there has been
None.
| ITEM 1. | LEGAL PROCEEDINGS. |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Equity Securities
On September 9, 2020, we consummated our Initial Public Offering of 11,500,000 Units, inclusive of underwriters’ election to fully exercise their over-allotment option, we sold an additional 1,500,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $115,000,000. Cantor Fitzgerald & Co. acted as the sole book running manager of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-240283). The SEC declared the registration statement effective on September 3, 2020.
Simultaneously with the consummation of the Initial Public Offering and the option to purchase additional Units, we consummated a private placement of 405,000 Private Placement Units to our Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,050,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Units, $115,000,000 was placed in the Trust Account.
We paid a total of $2,300,000 in underwriting discounts and commissions and $472,377 for other offering costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $4,025,000 in underwriting discounts and commissions.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
| ITEM 4. | MINE SAFETY DISCLOSURES. |
| ITEM 5. | OTHER INFORMATION. |
Exhibit Number | | Exhibit Description | | Filed Herewith | | Incorporated by Reference Herein from Form or Schedule | | Filing Date | | SEC File/ Reg. Number |
Nonemployee Director Compensation Policy | ||||||||||
| 001-39486 | ||||||||||
| Certification of the Principal Executive Officer | ||||||||||
| X | ||||||||||
| Certification of the Principal | ||||||||||
| X | ||||||||||
| | Certification of the Principal Executive Officer | | X | | | | | | | |
| Certification of the Principal | ||||||||||
| X | ||||||||||
| 101.INS | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||||||||
| X | | | | |||||||
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | X | | | | |||
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||
| X | | |||||||||
| | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
| X | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension | |||||||||
| X | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X |
| + | Management contract or compensatory plan or arrangement. |
| * | |
18
| Date: | By: | /s/ Jeffrey Hawkins | ||
| President and Chief Executive Officer | ||||
| Date: | By: | /s/ Jeffry Keyes | ||
| Chief Financial Officer and | ||||